Meeting Minutes

Washington HOA Quorum Rules: RCW 64.90.450

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Washington HOA Quorum Rules: RCW 64.90.450

Quick answer: Under RCW 64.90.450, unless your organizational documents say otherwise, an owners meeting has a quorum if owners holding 20 percent of the association's votes are present at the start, counting people in the room, proxies, remote attendees and absentee ballots. A board meeting has a quorum only if a majority of the board's votes are present when each vote is taken, and a majority of the directors present then decides the question unless your documents require more.

Quorum is the first thing an owner will challenge after a contested vote, so it is worth getting right in the room and in the minutes. Here is what the Washington Uniform Common Interest Ownership Act (WUCIOA) says and how to apply it.

What RCW 64.90.450 says about owner meetings

(1) Unless the organizational documents provide otherwise, a quorum is present throughout any meeting of the unit owners if at the beginning of the meeting persons entitled to cast 20 percent of the votes in the association attend in person, by proxy, by means of communication under RCW 64.90.445 (1) (e) or (f), or have voted by absentee ballot.

Three practical points come out of that sentence.

  • It is measured once, at the start. If owners holding 20 percent of the votes are counted when the meeting begins, the quorum is present throughout. Owners drifting out before the last agenda item do not undo it.
  • Absentee ballots and proxies count. An owner who mailed in a ballot or gave a proxy is counted toward quorum, which is the easiest way to reach 20 percent at an annual meeting. Our guide to RCW 64.90.455 voting, proxies and absentee ballots covers how those must be handled.
  • Your documents can change it. The phrase unless the organizational documents provide otherwise means your declaration or bylaws may set a different number. Read them before the meeting, not during it.

What RCW 64.90.450 says about board meetings

(2) Unless the organizational documents specify a larger number, a quorum of the board is present for purposes of determining the validity of any action taken at a meeting of the board only if individuals entitled to cast a majority of the votes on that board are present at the time a vote regarding that action is taken.

If a quorum is present when a vote is taken, the affirmative vote of a majority of the board members present is the act of the board unless a greater vote is required by the organizational documents.

The board rule works differently from the owner rule. Board quorum is tested at each vote, not once at the start. If a director leaves partway through a five-member board meeting and only two remain, the board cannot act on the next motion even though it had a quorum earlier.

  Owner meeting Board meeting
Default quorum 20 percent of association votes Majority of board votes
When measured At the beginning of the meeting At the time of each vote
Who counts In person, proxy, remote, absentee ballot Directors present
Can documents change it? Yes, documents may provide otherwise Documents may require a larger number
Votes needed to act Set by the statute or documents for each action Majority of directors present, unless documents require more

Recording quorum in the minutes

Minutes should show quorum, not just assume it. For an owner meeting, record the number or percentage of votes represented at the start and how they were counted (in person, proxy, remote, absentee). For a board meeting, list the directors present and note any director who arrives late or leaves early, with the time, so each vote can be tied to a quorum. Our guide on how to record a motion and vote in HOA board minutes shows a simple format.

If you cannot reach a quorum

RCW 64.90.450 does not say what happens when an owner meeting falls short, so look to your bylaws, which often address adjourning and reconvening. A few habits help:

  1. Send absentee ballots or proxy forms with the meeting notice so owners can count toward quorum without attending.
  2. Offer a remote option if your documents and the statute allow it.
  3. Track returned ballots before the meeting so you know whether you will make 20 percent.
  4. If quorum fails, record that in the minutes and do not take owner votes that require a quorum.

For the rest of the annual meeting, see how to run an HOA annual meeting.

Does this apply to older Washington communities?

WUCIOA governs communities created on or after July 1, 2018, and it will apply fully to older communities on January 1, 2028. If your community predates 2018, confirm which statute governs your quorum today with your governing documents and your attorney. The Dynamite Management Washington HOA law guide summarizes how WUCIOA phases in.

This is not legal advice. Confirm the details with the statute, your governing documents and your attorney.

Cover: Photo by Brent Singleton on Pexels

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